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Ibersol

Interim / Quarterly Report Aug 31, 2015

1932_ir_2015-08-31_bdccf175-fc3c-4a03-a6df-8b35f9e770b4.pdf

Interim / Quarterly Report

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IBERSOL – SGPS, SA

Publicly Listed Company

Head office: Praça do Bom Sucesso 105/159, 9º andar, Porto Sahre Capital: Euro 20.000.000 Commercial Registry: Oporto under the number 501669477 Fiscal Number: 501 669 477

RESULTS -1st Half 2015

  • Consolidated turnover of 97.6 million euro Increase of 15% over the first half of 2014
  • Consolidated EBITDA reached 12.8 million euro. YoY EBITDA in 2015 increased by 44%
  • Consolidated net profit of 4.1 million euro Icrease of 103% over the first half of 2014

ACTIVITY REPORT

Activity

The consolidated turnover in the first half of 2015 amounted to 97.6 million euros compared with 85.1 million euros in the same period of 2014.

With the market continuing to show the same dynamic of the homologous period, Ibersol recorded a growth in the consolidated turnover of 14.7% , with a remarkable recovery in Portugal.

TURNOVER Million € Ch. 15/14
Sales of Restaurants 96,18 14,8%
Sales of Merchandise 1,07 5,0%
Services Rendered 0,34 11,9%
Net Sales & Services 97,59 14,7%

The favorable restaurant market trend – it is estimated that it has grown about 5% e 2% in Portugal and Spain, respectively - and the effect of the opening larger units than those we closed led Ibersol to a sales growth of 14,8%.

The biggest contribution to the growth of the sales came from the counters with an evolution of 23%

TURNOVER Million € Ch. 15/14
Restaurants 31,87 3,4%
Counters 54,23 23,2%
Concessions &Catering 11,49 12,2%
Total Sales 97,59 14,7%

The restaurants segment, which comprises higher-ticket formats, reacted slower to the consumption increase, despite the closures over the past 12 months and the promotional price adjustments, the sales increased 3.4%.

In the Catering and Concessions segment, a growth of 12.2% in turnover reflects a significant performance, mainly due to the realization of large events in Lisbon and Porto.

In Portugal, during the semester we closed nine units which reduced sales volume did not justify their maintenance in the portfolio and we held the opening of a Burger King in Abóboda and started the exploitation of a KFC at Lisbon airport replacing a Pans unit.

In Spain we closed a Pizza Móvil equity restaurant and two franchised units.

In Angola we opened a second unit this year (2nd quarter).Now we operate six units in this country.

By the end of the first half of the year the Group operated 365 equity restaurants, as shown below:

Nº of Stores 2014 2015
31-Dec Openings Transfer Closings 30-Jun
PORTUGAL 301 2 9 294
Own Stores 300 2 9 293
Pizza Hut 92 2 90
Okilo 8 2 6
Pans+Roulotte 54 3 51
Burger King 44 1 45
KFC 18 1 1 18
Pasta Caffé 12 12
Quiosques 9 9
Flor d`Oliveira 1 1 0
Cafetarias 35 35
Catering (SeO,JSCCe Solinca) 6 6
Concessions & Other 21 21
Franchise Stores 1 1
SPAIN 86 0 3 83
Own Stores 67 0 1 66
Pizza Móvil 34 1 33
Burger King 33 33
Franchise Stores 19 2 17
ANGOLA 4 2 6
KFC 4 2 6
Total Own stores 371 4 10 365
Total Franchise stores 20 0 2 18
TOTAL 391 4 12 383

Results

Consolidated net income at the end of semester amounted to 4.1 million euros, 2.1 million euros more than the homologous period.

Gross margin corresponds to 76,1% of turnover, similar to the same period of 2014 (1st Half 14: 76,0%). A lighter promotional activity induced a stabilization of the margin, in spite of the change of the mix of businesses with the counters segment attaining a more relevant position.

The adjustment of costs to lower levels of activity carried out in the past three years translates into a more flexible cost structure that provides significant leverage of the profitability whenever it registers a turnover growth. In fact, there was a dilution of the weight of the different items:

  • Staff costs: increase of 12.3%, lower than the evolution of sales, thus representing 31.8% of turnover (H1 14: 32.5%). The sales increase allowed a more efficient management of the staff and so it has been decided a partial reimplementation of the incentive policy discontinued over the last years.

  • Supplies and services: 9.7% increase, below sales increase, representing 31.9% of turnover, 1.4 pp less than in the same period of 2014. Higher marketing costs of 8% have been compensated by the dilution of the remaining fixed costs.

Therefore sales rise in the first half had a positive impact on the profitability and the EBITDA increased by 3.9 million euros and amounted to 12.8 million euros, ie 44% more than the homologous period of 2014.

EBITDA margin stood at 13.1% of turnover comparing with 10.4% in the first half 2014

Consolidated EBIT margin, 7,8% of turnover, corresponds to an operating profit of 7.7 million euros.

In the second quarter, the devaluation of AKZ against major currencies, with particular emphasis on the USD originated potential unfavorable exchange differences when updating of assets and liabilities denominated in foreign currency.

Consolidated financial results were negative in 2.4 million euros, about 1.3 million euros higher than the 1st half 2014., which corresponds to the amount of potential exchange differences recognized in Angola as at 30 June.

The average cost of funds decreased to 3.7%, although affected by the impact of the financing raised in Angola, that represent about 13% of total contracted financing, with interest rates much higher than the Group average.

Balance Sheet

Total Assets amounted to about 223 million euros and equity stood at 129 million euros, representing about 58% of assets.

As is characteristic of this business, the current assets are lower than the current liabilities. The financial allowance stood at 31 million euros, very close to the amount shown at the end of 2014.

The cash flow generated of 9.2 million euros has fully financed the investment of around 7.6 million, splitted between 80% in the expansion programme and the remaining in the refurbishment of some restaurants.

The net debt on June 30, 2015 amounted to 22.1 million euros, 3 million euros lower than the figure recorded at end of 2014.

Own Shares

.

During the first half 2015 own shares transactions were not carried out. On the 30th June the company held 2,000,000 own shares, representing 10% of the capital, for an amount of 11.179.644 euros, corresponding to an average price per share of 5.59 euros.

Risks and Uncertainties

The main risk to activity still is the evolution of private consumption in Portugal and Spain.

In Angola, the devaluation of AKZ associated with some delays in the payments in foreign currency, which are limited to the amount made available by the BNA, significantly increased the foreign exchange risk of the operation in that country.

Outlook

In the second half we expect to maintain the trend of sales that occurred in the first one. However, given that in 2014 sales began to grow at higher rate from the beginning of the second half, it is foreseeable that may occur a slowdown in the growth rate that will be offset by the effect of opening new units. In terms of costs we do not anticipate major changes other than those related to the seasonality of this business.

The adjustment of costs to fluctuations of the demand will remain as one of the Group's priorities throughout the year.

CAPEX for the current markets contemplates the opening of 7 Burger King units.

July saw the conclusion of the works and the opening of a concession at Lisbon airport as well as a Burger King restaurant in Oeiras. Simultaneously we maintain the refurbishment policy for the second half.

In Angola, is it expected that the devaluation will go on together with the rise of the inflation, which should determine negative impacts of the financial results of the Group and the evolution of the consumption in that market.

Subsequent Events

Up to 30 June 2015 no significant events have occurred that need to be mentioned.

Porto, 28th August 2015

The Board of Directors,

______________________________ António Alberto Guerra Leal Teixeira

______________________________ António Carlos Vaz Pinto de Sousa

______________________________

Juan Carlos Vázquez-Dodero

In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code we hereby declare that as far as is known:

  • (i) the consolidated financial statements of Ibersol SGPS, SA, referring to the first semester, were drawn up in compliance with applicable accounting rules and provide a true and suitable picture of the assets and liabilities, financial situation and results of Ibersol SGPS, S.A., and the companies included in the consolidation perimeter; and
  • (ii) the interim management includes a fair review of the important events that have occurred in the first six months of this year and the impact on the financial statements, together with a description of the main risks and uncertainties for the remaining six months.

Porto, 28 August 2015

António Alberto Guerra Leal Teixeira Chairman of Board Directors António Carlos Vaz Pinto Sousa Member of Board Directors Juan Carlos Vásquez-Dodero Member of Board Directors

Qualified Shareholdings

Shareholders nº shares % share capital
ATPSII - SGPS, S.A. (*)
ATPS-SGPS, SA 890.809 4,45%
I.E.S.-Indústria, Engenharia e Serviços, SGPS,S.A. 9.998.000
Mirtal - SGPS, SA 92.892 0,46%
António Alberto Guerra Leal Teixeira 1.400 0,01%
António Carlos Vaz Pinto Sousa 1.400 0,01%
Total attributable 10.984.501 54,92%
Banco BPI, S.A.
Fundo Pensões Banco BPI 400000 2,00%
Total attributable 400.000 2,00%
Santander Asset Management SGFIM, SA
Fundo Santander Acções Portugal 623.178
Fundo Santander PPA 13.357 0,07%
Total attributable 636.535 3,18%
Bestinver Gestion
BESTINVER BOLSA, F.I. 1.081.419 5,41%
BESTINFOND F.I.M. 941.016 4,71%
BESTINVER GLOBAL, FP 208.624 1,04%
BESTVALUE F.I 173.687 0,87%
SOIXA SICAV 109.019 0,55%
BESTINVER MIXTO, F.I.M. 95.699 0,48%
BESTINVER AHORRO, F.P. 61.966 0,31%
BESTINVER SICAV-BESTINFUND 39.531 0,20%
BESTINVER SICAV-IBERIAN 126.400 0,63%
DIVALSA DE INVERSIONES SICAV, SA 3.814 0,02%
BESTINVER EMPLEO FP 3.322 0,02%
BESTINVER FUTURO EPSV 2.210 0,01%
BESTINVER EMPLEO II, F.P. 1.415 0,01%
BESTINVER EMPLEO III, F.P. 795 0,00%
Total attributable 2.848.917 14,24%
Norges Bank
Directly
743.147 3,72%
FMR LLC
Fidelity Managemment & Research Company 400.000 2,00%

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

(*) company held by the Board Directors António Pinto de Sousa and Alberto Teixeira, 50% each

Corporate Governing Bodies Information

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

Board of Directors Date Acquisictions Sales Balance at
shares av pr shares av pr 30.06.2015
António Alberto Guerra Leal Teixeira
ATPS II- S.G.P.S., SA (1) 3.384.000
Ibersol SGPS, SA 1.400
António Carlos Vaz Pinto Sousa
ATPS II- S.G.P.S., SA (1) 3.384.000
Ibersol SGPS, SA 18-02-2015 3.850 6,82 1.400

(1) ATPS II- S.G.P.S ., SA

ATPS- S.G.P.S., SA (2) 5.680

Date Acquisictions Sales Balance at
(2) ATPS- S.G.P.S ., SA shares av pr shares av pr 30.06.2015
Ibersol SGPS, SA 4.450 890.809
06-01-2015 400 7,05
08-01-2015 19 6,90
16-02-2015 181 6,90
18-02-2015 3.850 6,82
I.E.S.- Indústria Engenharia e Seviços, SA (3) 2.455.000
MIRTAL -SGPS, SA (4) 1.420.588
(3) I.E.S.- Indústria Engenharia e Seviços, SGPS, SA
Ibersol SGPS, SA 9.998.000
(4) MIRTAL- SGPS, SA

Ibersol SGPS, SA 92.892

Complying with article 14 nº7 of the CMVM Regulation nº 05/2008

No transactions were reported by persons discharging managerial responsabilities and people closely connected with them during the first half of 2013.

Ibersol S.G.P.S., S.A.

Consolidated Financial Statements

30th June 2015

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ON 30th JUNE 2015 AND 31st DECEMBER 2014 (values in euros)

ASSETS Notes 30-06-2015 31-12-2014
Non-current
Tangible fixed assets 7 133.096.799 132.109.999
Goodwill 8 40.594.588 40.594.588
Intangible assets 8 13.313.836 13.493.705
Deferred tax assets 593.888 531.418
Financial assets - joint controlled subsidiaries 2.456.508 2.448.856
Other financial assets 387.508 370.058
Other non-current assets 1.441.907 1.487.814
Total non-current assets 191.885.034 191.036.438
Current
Stocks 5.882.754 5.937.327
Cash and bank deposits 15.483.354 13.566.782
Income tax receivable 96.738 9.859
Other current assets 15 9.567.528 8.955.678
Total current assets 31.030.374 28.469.646
Total Assets 222.915.408 219.506.084
EQUITY AND LIABILITIES
EQUITY
Capital and reserves attributable to shareholders
Share capital 20.000.000 20.000.000
Own shares -11.179.644 -11.179.644
Conversion Reserves -454.846 68.631
Legal Reserves 4.000.001 4.000.001
Other Reserves & Retained Results 107.457.711 100.691.623
Net profit in the year 4.185.261 7.756.088
124.008.483 121.336.699
Non-controlling interest
Total Equity
4.910.343
128.918.826
4.976.886
126.313.585
LIABILITIES
Non-current
Loans 21.872.058 24.028.060
Deferred tax liabilities 7.788.309 7.702.843
Provisions 861.962 32.118
Other non-current liabilities 254.137 268.561
Total non-current liabilities 30.776.466 32.031.582
Current
Loans 15.748.763 14.803.757
Accounts payable to suppl. and accrued costs 33.808.863 36.534.100
Income tax payable
Other current liabilities
15 1.044.584
12.617.906
1.257.399
8.565.661
Total current liabilities 63.220.116 61.160.917
Total Liabilities 93.996.582 93.192.499
Total Equity and Liabilities 222.915.408 219.506.084

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE, 2015 AND 2014 (values in euros) IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes 30-06-2015 30-06-2014
Operating Income
Sales 5 97.249.875 84.771.257
Rendered services 5 337.575 301.630
Other operating income 1.133.695 904.738
Total operating income 98.721.145 85.977.625
Operating Costs
Cost of sales 23.301.535 20.403.081
External supplies and services 31.094.280 28.337.242
Personnel costs 31.049.468 27.654.823
Amortisation, depreciation and impairment losses 7 e 8 5.101.346 5.017.998
Other operating costs 523.687 699.090
Total operating costs 91.070.316 82.112.234
Operating Income 7.650.829 3.865.391
Net financing cost 16 -2.361.245 -1.069.576
Gaisn (losses) in joint controlled subsidiaries - Equity method 7.655 -16.779
Profit before tax 5.297.239 2.779.036
Income tax expense 1.178.521 750.616
Net profit 4.118.718 2.028.420
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results) -523.477 -149
TOTAL COMPREHENSIVE INCOME 3.595.241 2.028.271
Net profit attributable to:
Owners of the parent 4.185.261 2.077.762
Non-controlling interest -66.543 -49.342
4.118.718 2.028.420
Total comprehensive income attributable to:
Owners of the parent 3.661.784 2.077.613
Non-controlling interest -66.543 -49.342
3.595.241 2.028.271
Earnings per share: 9
Basic 0,23 0,12
Diluted 0,23 0,12

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SECOND TRIMESTER OF 2015 AND 2014 (values in euros)

2nd TRIMESTER
(unaudited)
Notes 2015 2014
Operating Income
Sales
5 50.128.062 44.154.979
Rendered services 5 188.632 176.814
Other operating income 592.517 537.819
Total operating income 50.909.211 44.869.612
Operating Costs
Cost of sales 12.079.822 10.509.917
External supplies and services 15.803.086 14.743.698
Personnel costs 15.842.086 14.097.768
Amortisation, depreciation and impairment losses 7 e 8 2.617.207 2.639.315
Other operating costs 241.769 510.254
Total operating costs 46.583.970 42.500.952
Operating Income 4.325.241 2.368.660
Net financing cost 16 -2.212.595 -467.229
Gaisn (losses) in joint controlled subsidiaries - Equity method
Profit before tax
3.093
2.115.739
-17.996
1.883.435
Income tax expense 328.990 468.411
Net profit 1.786.749 1.415.024
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results)
-623.413 -149
TOTAL COMPREHENSIVE INCOME 1.163.336 1.414.875
Net profit attributable to:
Owners of the parent 1.814.081 1.424.131
Non-controlling interest -27.332 -9.107
1.786.749 1.415.024
Total comprehensive income attributable to:
Owners of the parent 1.190.668 1.423.982
Non-controlling interest -27.332 -9.107
1.163.336 1.414.875
Earnings per share: 9
Basic 0,10 0,08
Diluted 0,10 0,08

IBERSOL S.G.P.S., S.A.Statement of Alterations to the Consolidated Equityfor the six months period ended 30th June, 2015 and 2014

(value in euros)

Ass
ign
ed
to s
har
eho
lde
rs
Not
e
Sha
re C
ital
ap
Ow
n
Sha
res
Co
rsio
nve
n
Res
erv
es
Leg
al
Res
erv
es
Oth
er
Res
&
erv
es
Ret
ain
ed
Res
ults
Net
Pro
fit
Tot
al p
nt
are
ity
equ
No
n
llin
tro
con
g
inte
t
res
Tot
al
Equ
ity
Bal
n 1
Ja
201
4
anc
e o
nua
ry
Ch
in t
he
iod
ang
es
per
:
20.
000
.00
0
11.
179
.64
4
-
19.
045
-
4.0
00.
001
98.
105
.16
1
3.5
76.
462
114
.48
2.9
35
4.9
57.
161
119
.44
0.0
96
App
lica
tion
of
the
lida
ted
fit f
20
13:
co
nso
pro
rom
T
sfe
and
ain
ed
ults
r to
ret
ran
res
erv
es
res
2.5
86.
462
2.5
86.
462
-
- -
Con
sio
- A
la
ver
n re
ser
ves
ngo
Net
lida
ted
inc
e in
the
six
nth
riod
co
nso
om
mo
pe
end
ed
30
Jun
e 2
014
on
-14
9
2.0
77.
762
-14
9
2.0
77.
762
49.
342
-14
9
2.0
28.
420
Tot
al c
han
in
the
riod
-14
9
2.5
86.
462
508
.70
0
2.0
77.
613
-
49.
342
2.0
28.
ges
pe
Net
ofit
- - - -
2.0
77.
762
2.0
77.
762
-
49.
342
271
2.0
28.
420
pr
Tot
al c
hen
sive
inc
om
pre
om
e
2.0
77.
613
-
49.
342
2.0
28.
Tra
ctio
wit
h c
ital
s in
the
riod
nsa
ns
ap
ow
ner
pe
- 271
App
lica
tion
of
the
lida
ted
fit f
20
13:
co
nso
pro
rom
P
aid
div
ide
nds
-99
0.0
00
990
.00
0
-
990
.00
0
-
- - - - - -99
0.0
00
990
.00
0
-
- -99
0.0
00
Bal
n 3
0 J
20
14
anc
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une
20.
000
.00
0
11.
179
.64
4
-
19.
194
-
4.0
00.
001
100
.69
1.6
23
2.0
77.
762
115
.57
0.5
48
4.9
07.
819
120
.47
8.3
67
Bal
n 1
Ja
201
5
anc
e o
nua
ry
20.
000
.00
0
11.
179
.64
4
-
68.
631
4.0
00.
001
100
.69
1.6
23
7.7
56.
088
121
.33
6.6
99
4.9
76.
886
126
.31
3.5
85
Ch
in t
he
iod
ang
es
per
:
App
lica
tion
of
the
lida
ted
fit f
20
14:
co
nso
pro
rom
T
sfe
and
ain
ed
ults
r to
ret
ran
res
erv
es
res
6.7
66.
088
6.7
66.
088
-
- -
Con
sio
- A
la
ver
n re
ser
ves
ngo
-52
3.4
77
-52
3.4
77
523
.47
7
-
Net
lida
ted
inc
e in
the
six
nth
riod
co
nso
om
mo
pe
end
ed
30
Jun
e 2
015
on
4.1
85.
261
4.1
85.
261
66.
543
4.1
18.
718
Tot
al c
han
in
the
riod
-52
3.4
77
6.7
66.
088
2.5
80.
827
3.6
61.
784
-
66.
543
3.5
95.
ges
pe
Net
ofit
pr
- - - -
85.
261
4.1
85.
261
4.1
-
66.
543
241
18.
718
4.1
Tot
al c
hen
sive
inc
om
pre
om
e
3.6
61.
784
-
66.
543
3.5
95.
Tra
ctio
wit
h c
ital
s in
the
riod
nsa
ns
ap
ow
ner
pe
- 241
App
lica
tion
of
the
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ted
fit f
20
14:
co
nso
pro
rom
P
aid
div
ide
nds
-99
0.0
00
990
.00
0
-
990
.00
0
-
- - - - - -99
0.0
00
990
.00
0
-
- -99
0.0
00
Bal
n 3
0 J
20
15
anc
e o
une
20.
000
.00
0
11.
179
.64
4
-
454
.84
6
-
4.0
00.
001
107
.45
7.7
11
4.1
85.
261
124
.00
8.4
83
4.9
10.
343
128
.91
8.8
26

IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the six months period ended 30 June, 2015 and 2014

(value in euros)

Six months period ending on June
30
Note 2015 2014
Cash Flows from Operating Activities
Flows from operating activities (1)
13.117.202 6.313.544
Cash Flows from Investment Activities
Receipts from:
Financial investments
Tangible fixed assets 18.978 36.303
Intangible assets
Investment benefits 82.738 97.954
Interest received 91.000 92.211
Payments for:
Financial Investments 17.450 59.317
Tangible fixed assets 8.224.865 7.115.636
Intangible assests 758.062 493.531
Flows from investment activities (2) -8.807.661 -7.442.016
Cash flows from financing activities
Receipts from:
Loans obtained 2.355.871 3.288.494
Payments for:
Loans obtained 3.403.633 6.732.723
Amortisation of financial leasing contracts 53.072
Interest and similar costs 942.327 1.141.944
Dividends paid 990.000 990.000
Flows from financing activities (3) -2.980.089 -5.629.245
Change in cash & cash equivalents (4)=(1)+(2)+(3) 1.329.452 -6.757.717
Perimeter changes effect
Exchange rate differences effect -78.458
Cash & cash equivalents at the start of the period 13.471.613 21.453.094
Cash & cash equivalents at end of the period 14.879.523 14.695.377

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2015

(Values in euros)

1. INTRODUCTION

IBERSOL, SGPS, SA ("Company" or "Ibersol") has its head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called the Group), operate a network of 383 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Café Sô, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffee counters and other concessions. The group has 365 units which it operates and 18 units under a franchise contract. Of this universe, 83 are headquartered in Spain, of which 66 are own establishments and 17 are franchised establishments, and 6 in Angola.

Ibersol is a public limited company listed on the Euronext of Lisbon.

2. MAIN ACCOUNTING POLICIES

The main accounting policies applied in preparing these consolidated financial statements are identical to those used in preparing information for the periods ended June 30 and December 31, 2014, as described in the complete financial statements for the prior year presented.

2.1 Presentation basis

These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 01 January 2015, mainly with the international standard nº. 34 – Interim Financial Report.

3. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantially differences between accounting estimates and judgments applied on 31 December 2014 and the accounting values considered in the six months period ended on the 30 June 2015.

4. INFORMATION ABOUT THE COMPANIES INCLUDED IN THE CONSOLIDATION AND OTHER COMPANIES

4.1. The following group companies were included in the consolidation on 30th June 2015 and 30th June and 31st December 2014:

% Shareholding
Company Head Office Jun-15 Dec-14 Jun-14
Parent company
Ibersol SGPS, S.A. Porto parent parent parent
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A.
Ibersol Restauração, S.A.
Ibersande Restauração, S.A.
Ibersol Madeira e Açores Restauração, S.A.
Ibersol - Hotelaria e Turismo, S.A.
Iberking Restauração, S.A.
Iberaki Restauração, S.A.
Restmon Portugal, Lda
Vidisco, S.L.
Inverpeninsular, S.L.
Ibergourmet Produtos Alimentares, S.A.
Ferro & Ferro, Lda.
Asurebi SGPS, S.A.
Charlotte Develops, SL
Firmoven Restauração, S.A.
IBR - Sociedade Imobiliária, S.A.
Eggon SGPS, S.A.
Anatir SGPS, S.A.
Lurca, SA
Q.R.M.- Projectos Turísticos, S.A
Sugestões e Opções-Actividades Turísticas, S.A
RESTOH- Restauração e Catering, S.A
Resboavista- Restauração Internacional, Lda
José Silva Carvalho Catering, S.A
(a) Iberusa Central de Compras para Restauração ACE
(b) Vidisco, Pasta Café Union Temporal de Empresas
Maestro - Serviços de Gestão Hoteleira, S.A.
SEC - Eventos e Catering, S.A.
IBERSOL - Angola, S.A.
Porto
Porto
Porto
Funchal
Porto
Porto
Porto
Porto
Vigo - Espanha
Vigo - Espanha
Porto
Porto
Porto
Madrid-Espanha
Porto
Porto
Porto
Porto
Madrid-Espanha
Porto
Porto
Porto
Porto
Porto
Porto
Vigo - Espanha
Porto
Porto
Luanda - Angola
100%
100%
80%
100%
100%
100%
100%
61%
100%
100%
100%
100%
100%
100%
100%
98%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
61%
100%
100%
100%
100%
100%
100%
100%
98%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
61%
100%
100%
100%
100%
100%
100%
100%
98%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
HCI - Imobiliária, S.A.
Parque Central Maia - Activ.Hoteleiras, Lda
Gravos 2012, S.A.
Luanda - Angola
Porto
Porto
100%
-
98%
100%
-
98%
100%
100%
80%
Companies controlled jointly
UQ Consult - Serviços de Apoio à Gestão, S.A. Porto 50% 50% 50%

(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services. (b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants.

The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the equity method according to the group's shareholding in this company.

The shareholding percentages in the indicated companies imply an identical percentage in voting rights.

4.2. Alterations to the consolidation perimeter

4.2.1. Acquisition of new companies

The group did not buy any subsidiary in the six months period ended on 30 June 2015.

4.2.2. Disposals

The group did not sell any of its subsidiaries in the six months period ended on 30 June 2015.

5. INFORMATION PER SEGMENT

IBERSOL monitors the business based on following segmentation:

SEGMENT BRANDS
Restaurants Pizza Hut Pasta Caffe Flor d'Oliveira Pizza Movil
Counters KFC O'Kilo Miit Burguer King Pans/Bocatta Coffee Counter
Other business Sol (SA) Concessões Catering Convenience stores

The results per segment for the six month period ended on 30 June 2015 and 2014 were as follows:

Concessions Other, write off
and
30 JUNE 2015 Restaurants Counters and Catering adjustments Total Group
Total sales and services 31.870.566 54.227.173 11.327.984 161.727 97.587.450
Operating cash-flow (EBITDA) 2.726.433 8.706.309 1.319.641 -207 12.752.175
Amortisation, depreciation and impairment losses 1.454.825 2.647.185 872.133 127.203 5.101.346
Operating income (EBIT) 1.271.608 6.059.124 447.508 -127.411 7.650.829
Other, write off
Concessions and
30 JUNE 2014 Restaurants Counters and Catering adjustments Total Group
Total sales and services 30.820.796 44.011.663 9.822.406 418.021 85.072.887
Operating cash-flow (EBITDA) 1.992.242 6.112.600 649.713 128.833 8.883.389
Amortisation, depreciation and impairment losses 1.454.187 2.180.917 1.077.789 305.105 5.017.998
Operating income (EBIT) 538.055 3.931.684 -428.075 -176.272 3.865.391

Transfers or transactions between segments are performed according to normal commercial terms and in the conditions applicable to independent third parties.

6. UNUSUAL AND NON-RECURRING FACTS AND SEASON ACTIVITY

No unusual facts took place during the six months period ended 30 June 2015.

In the restaurant segment season activity is characterized by a decrease of sales in the first two quarters of the year. In addition sales for the first six months of the year are influenced by the pace of openings or closures of the group restaurants. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the first six months of the year, sales are about 46% of annual volume and.

7. TANGIBLE FIXED ASSETS

In the six months period ended 30 June 2015 and in the year ending on 31 December 2014, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:

Land and
buildings
Equipment Other tangible
fixed Assets
Tangible Assets
in progress (1)
Total
1 January 2014
Cost 137.645.431 69.148.910 15.714.983 2.246.141 224.755.467
Accumulated depreciation 31.624.056 52.577.587 12.909.260 - 97.110.902
Accumulated impairment 5.846.597 615.812 62.515 - 6.524.924
Net amount 100.174.778 15.955.512 2.743.209 2.246.141 121.119.640
31 December 2014
Initial net amount 100.174.778 15.955.512 2.743.209 2.246.141 121.119.640
Changes in consolidat perimeter - - - - -
Currency conversion 420.771 103.958 18.384 148.796 691.909
Additions 8.000.737 3.456.236 1.702.727 9.231.887 22.391.587
Decreases 277.608 160.181 3.745 17 441.551
Transfers 2.056.779 - 574 -2.061.943 -4.590
Depreciation in the year 3.425.120 3.991.117 814.494 - 8.230.731
Deprec. by changes in the perim. - - - - -
Impairment in the year 3.416.264 - - - 3.416.264
Impairment reversion - - - - -
Final net amount 103.534.073 15.364.408 3.646.655 9.564.864 132.110.000
31 December 2014
Cost 145.874.413 70.718.503 17.057.427 9.564.864 243.215.209
Accumulated depreciation 34.496.057 54.791.463 13.348.258 - 102.635.777
Accumulated impairment 7.844.284 562.633 62.515 - 8.469.432
Net amount 103.534.073 15.364.408 3.646.655 9.564.864 132.110.000
Land and
buildings
Equipment Other tangible
fixed Assets
Tangible Assets
in progress (1)
Total
30 June 2015
Initial net amount 103.534.073 15.364.408 3.646.655 9.564.864 132.110.000
Changes in consolidat perimeter
Currency conversion
-
-844.337
-
-186.328
-
-43.131
-
-454.519
-
-1.528.315
Additions 4.654.694 1.332.118 668.638 328.546 6.983.996
Decreases 47.663 74.071 3.674 2.092 127.500
Transfers 4.756.048 1.465.409 673.025 -6.919.440 -24.958
Depreciation in the year 1.845.818 2.063.419 407.186 - 4.316.423
Deprec. by changes in the perim. - - - - -
Impairment in the year - - - - -
Impairment reversion
Final net amount
-
110.206.997
-
15.838.117
-
4.534.327
-
2.517.359
-
133.096.800
30 June 2015
Cost 151.810.147 72.267.688 18.186.216 2.517.359 244.781.412
Accumulated depreciation 34.768.914 55.866.939 13.589.375 - 104.225.227
Accumulated impairment 6.834.237 562.633 62.515 - 7.459.385
Net amount 110.206.997 15.838.117 4.534.327 2.517.359 133.096.800

(1) changes in 2014 and 2015 are due, mainly, to KFC restaurants in Angola.

Investments for the year 2014 on fixed assets in the amount of about 13 million are related to the opening of new units and renovation of the existing ones, in Portugal and in Spain. And in 2015 are related to the opening of new stores.

8. INTANGIBLE ASSETS AND GOODWILL

Goodwill and intangible assets are broken down as follows:

Jun-15 Dec-14
Goodwill 40.594.588 40.594.588
Intangible assets 13.313.836 13.493.705
53.908.424 54.088.293

In the six months period ended 30 June 2015 and in the year ending on 31 December 2014, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows:

Industrial Other intangible Intangible Assets in
Goodwill property Assets progress (1) Total
1 January 2014
Cost 42.370.687 21.249.053 5.296.349 2.410.920 71.327.009
Accumulated amortization - 7.488.729 4.933.428 - 12.422.157
Accumulated impairment 1.861.678 1.210.397 70.110 - 3.142.185
Net amount 40.509.009 12.549.927 292.811 2.410.920 55.762.668
31 December 2014
Initial net amount 40.509.009 12.549.927 292.811 2.410.920 55.762.668
Changes in consolidat. perimeter - - - - -
Currency conversion - 47.787 20 17.895 65.702
Additions 85.579 924.064 39.904 62.763 1.112.310
Decreases - 5.023 2.103 - 7.126
Transfers - -699.941 699.941 -3.608 -3.608
Amortization in the year - 1.118.603 421.851 - 1.540.454
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - 1.301.200 - - 1.301.200
Impairment reversion - - - - -
Final net amount 40.594.588 10.397.011 608.722 2.487.970 54.088.292
31 December 2014
Cost 42.456.266 21.231.044 5.969.250 2.487.970 72.144.530
Accumulated amortization - 8.322.510 5.290.418 - 13.612.928
Accumulated impairment 1.861.678 2.511.522 70.110 - 4.443.310
Net amount 40.594.588 10.397.012 608.722 2.487.970 54.088.293
Goodwill Industrial
property
Other intangible
Assets
Intangible Assets in
progress (1)
Total
30 June 2015
Initial net amount 40.594.588 10.397.012 608.722 2.487.970 54.088.293
Changes in consolidat. Perimeter - - - - -
Currency conversion - -45.176 - -21.831 -67.007
Additions - 623.371 - - 623.371
Decreases - 13.455 - - 13.455
Transfers - 64.309 - -62.762 1.547
Amortization in the year - 551.867 172.460 - 724.327
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - - - - -
Impairment reversion - - - - -
Final net amount 40.594.588 10.474.194 436.262 2.403.377 53.908.422
30 June 2015
Cost 42.456.266 21.813.700 5.953.848 2.403.377 72.627.191
Accumulated amortization - 8.827.984 5.447.476 - 14.275.460
Accumulated impairment 1.861.678 2.511.522 70.110 - 4.443.310
Net amount 40.594.588 10.474.194 436.262 2.403.377 53.908.422

(1) intangible assets in progress balance refers mainly to the 3 new concessions yet to be open, in service areas of the following motorways: Guimarães, Fafe and Paredes. These service areas are still in the design stage and waiting for platforms delivery. It is expected that the platforms will not be delivered and their contracts cancel with the consequent repayment of principal invested. It is contractually provided for the return of the amount paid, corresponding to the contract beginning platforms delivery, or full refund in case the final decision is not to build.

Industrial property includes group's concessions and territorial rights.

Goodwill is broken down as shown bellow:

Jun-15 Dec-14
Restaurants 11.104.988 11.104.988
Counters 25.349.831 25.349.831
Concessions and Catering 3.874.469 3.874.469
Other, write off and adjustments 265.300 265.300
40.594.588 40.594.588

9. INCOME PER SHARE

Income per share in the six months period ended 30 June 2015 and 2014 was calculated as follows:

Jun-15 Jun-14
Profit payable to shareholders 4.185.261 2.077.762
Mean weighted number of ordinary shares issued 20.000.000 20.000.000
Mean weighted number of own shares -2.000.000 -2.000.000
18.000.000 18.000.000
Basic earnings per share (€ per share) 0,23 0,12
Earnings diluted per share (€ per share) 0,23 0,12
Number of own shares at the end of the year 2.000.000 2.000.000

10. DIVIDENDS

At the General Meeting of 30th April 2015, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2014), representing a total value of 990.000 euros for outstanding shares (990.000 euros in 2014), settled on May 29th, 2015.

11. CONTINGENT ASSETS AND LIABILITIES

The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations (as licensing, advertising fees, food hygiene and safety and employees, and the rate of success of these processes is historically high in Ibersol). No significant liabilities are expected to arise from the said contingent liabilities.

On 30th June 2015 and 31st December 2014, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Jun-15 Dec-14
Bank guarantees 2.055.271 1.884.411

Bank guarantees are related mainly to concessions and rents.

On early October 2013, a joint administrative action against the Portuguese State, was brought by the subsidiary Iberusa Hotelaria e Restauração, S.A., whose cause of action falls in extensive property damage caused by the current and future implementation of Iberusa signed contracts under the Public-Private Partnerships, concerning several highway concessions where Iberusa explores, in different service areas, several establishments, under the various sub-conceded contracts.

12. COMMITMENTS

No investments had been signed on the Balance Sheet date which had not taken place yet.

13. IMPAIRMENT

Changes in the six months period ended 30 June 2015 and in the year ending on 31 December 2014, under the heading of asset impairment losses were as follows:

Jun-15
Impairment
Starting
balance
Cancellation assets
disposals
Losses in
the Year
Impairment
reversion
Closing
balance
Tangible fixed assets 8.469.432 - -1.010.047 - - 7.459.385
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 2.581.631 - - - - 2.581.631
Stocks 74.981 - - - - 74.981
Other current assets 1.386.567 - - -8.136 -25.670 1.352.761
Other non current assets 158.512 - - - - 158.512
14.532.802 - -1.010.047 -8.136 -25.670 13.488.949
Dec-14
Starting
balance
Cancellation Impairment
assets
disposals
Losses in
the Year
Impairment
reversion
Closing
balance
Tangible fixed assets 6.524.924 - -1.471.757 3.416.264 - 8.469.432
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 1.280.506 - -75 1.301.200 - 2.581.631
Stocks 74.981 - - - - 74.981
Other current assets 1.167.468 - - 262.543 -43.444 1.386.567
Other non current assets - - - 158.512 - 158.512
10.909.557 - -1.471.832 5.138.520 -43.444 14.532.802

14. FINANCIAL RISK MANAGEMENT

14.1 Financial risk factors

The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.

Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.

a) Market risk

i) Currency exchange risk

The currency exchange risk is very low, since the group operates mainly in the Iberian market. Bank loans are mainly in euros and acquisitions outside the Euro zone are of irrelevant proportions.

Although the Group holds investments outside the euro-zone in external operations, in Angola, although the reduced size of the investment, the low oil price is condition a shortage of foreign currency in Angola and the depreciation of Kwanza is a risk to consider. Angolan branch loans in the amount of 2.562.500 USD does not provide material exposure to currency exchange rate due to its reduced amount. The remaining loans are in local currency, the same as the revenues.

Mainly commercial liabilities in foreign currency amount to 1.519.055 USD and 5.535.626 EUR.

Based on simulations performed on June 30, 2015, a decline of over 5% AOA, keeping everything else constant, would have a negative impact on net income for the period of 315 thousand euros

Currency exchange rate used for conversion of the transactions and balances denominated in Kwanzas, were respectively:

Jun-15
Euro exchange rates (x Rate on June, 30 Average interest
foreign currency per 1 Euro) 2015 rate June 2015
Kwanza de Angola (AOA) 137,362 123,500
Dec-14
Euro exchange rates (x Rate on December, Average interest
foreign currency per 1 Euro) 31 2014 rate year 2014
Kwanza de Angola (AOA) 124,984 131,044

ii) Price risk

The group is not greatly exposed to the merchandise price risk.

iii) Interest rate risk (cash flow and fair value)

Since the group does not have remunerated assets earning significant interest, the profit and cash flow from investment activities are substantially independent from interest rate fluctuations.

The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of totally or partially fixing the interest rates.

The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. The interest rate swap to hedge the risk of a 10 million euros (commercial paper programmes) loan has the maturity of the underlying interest and the repayment plan identical to the terms of the loan.

Based on simulations performed on 30 June 2015, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 98 thousand euros.

b) Credit risk

The group's main activity covers sales paid in cash or by debit/credit cards. As such, the group does not have relevant credit risk concentrations. It has policies ensuring that sales on credit are performed to customers with a suitable credit history. The group has policies that limit the amount of credit to which these customers have access.

c) Liquidity risk

Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.

The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.

At the end of the first semester, current liabilities reached 63 million euros, compared with 31 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity date as the renewal date, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected in the year 2015 the renewal of the commercial paper programmes (10.750.000 euros). However, in case of need, cash and cash equivalents and cash flows from operations are sufficient to settle current loans.

On recent developments, to lower bank loans the company opted to increase financial debt maturity and to maintain a significant share of the short term debt. On June 30, 2015, the use of short term liquidity cash flow support was of 2%. Investments in term deposits of 3,4 million match 9% of liabilities paid.

The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:

to June 2016 from June 2016 to 2021
Bank loans and overdrafts 4.998.763 13.122.058
Commercial paper 10.750.000 8.750.000
Suppliers of fixed assets c/ a 4.862.951 -
Suppliers c/ a 19.349.439 -
Other creditors 11.330.770 254.137
Accrued costs 9.596.473 -
Total 60.888.396 22.126.195

d) Capital risk

The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.

On 30th June 2015 the gearing ratio was of 15% and on 31st December 2014 of 17%, as follows:

Jun-15 Dec-14
Bank loans 37.620.821 38.831.817
Cash and bank deposits -15.483.354 -13.566.782
Net indebtedness 22.137.467 25.265.035
Equity 128.918.826 126.313.585
Total capital 151.056.293 151.578.620
Gearing ratio 15% 17%

Given the current constraints of the financial markets and despite the goal of placing the gearing ratio in the range 35% -70%, prudently, in June 2015 we have only a 15% ratio.

14.2 Estimated fair value

The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives, securities for negotiation and available for sale) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.

The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.

15. OTHER CURRENT ASSETS AND LIABILITIES

Other current assets and liabilities on 30 June 2015 and 31st December 2014 are broken down as follows:

Other current assets

Jun-15 Dec-14
Clients 4.556.969 3.733.279
State and other public entities 155.866 219.434
Other debtors 3.467.740 3.331.421
Advances to suplliers 515.956 321.639
Accruals and income 959.611 1.042.710
Deferred costs 1.274.218 1.693.763
Other current assets 10.930.360 10.342.246
Accumulated impairment losses 1.362.832 1.386.568
9.567.528 8.955.678
Other current liabilities
Jun-15 Dec-14
Other creditors (1) 4.658.171 1.603.073
State and other public entities 5.628.015 5.587.781
Deferred income 2.331.720 1.374.807
12.617.906 8.565.661

(1) unlike 2014, on 2015 wages of the month of June, were paid in early July 2015 (2.565.250 euros), due to the change of procedures in the payroll period (from the 26 of n-1 month to the 25 of n month changed to 01-30 of month n), thereby fulfilling with all legal requirements of the Social Security services.

16. NET FINANCING COST

Net financing cost on 30th June 2015 and 31st December 2014 are broken down as follows:

2015 2014
Interest paid 571.393 777.035
Interest earned -21.446 -59.911
Currency exchange differences (1) 1.416.572 37.165
Payment discounts obtained -4.944 -2.525
Other financial costs and income 399.670 317.812
2.361.245 1.069.576

(1) in the second quarter, the devaluation of Kwanza (AOA) against major currencies, with particular emphasis on the USD gave potential unfavorable exchange differences in Angola for updating of assets and liabilities in foreign currency.

17. TRANSACTIONS WITH RELATED PARTIES

The following entities have a qualifying shareholding, with over 10% of voting rights in the group:

  • António Carlos Vaz Pinto de Sousa – 1.400 shares (*)

  • António Alberto Guerra Leal Teixeira 1.400 shares (*)

  • Bestinver Gestion 2.848.917 shares
  • ATPS SGPS, SA 890.809 shares
  • IES SGPS, SA 9.998.000 shares
  • Mirtal SGPS, SA 92.892 shares

(*) each holds 50% of ATPSII- SGPS, which in turn holds directly or indirectly, ATPS –SGPS, IES-SGPS e Mirtal-SGPS

After deducting own shares, there are still 23% of shares dispersed among other shareholders.

- UQ Consult, S.A. – joint undertakings

With regard to the balances and transactions with related parties, the overall value of the Group balances and transactions with the joint venture UQ Consult was, respectively, 710.291 e 1.170.708 euros.

Remuneration and benefits assigned to directors

The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, SA, provides services of administration and management to the group. ATPS-S.G.P.S., S.A.. And, under contract with Ibersol Restauração, S.A., has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and Antonio Alberto Guerra Leal Teixeira, manage the group without incur in any additional charge. The company does not pay directly to its administrators any remuneration.

18. SUBSEQUENT EVENTS

There were no subsequent events as of 30 June 2015 that may have a material impact on these financial statements.

19. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 28th August 2015.

Limited Review Report on Consolidated Financial Statements

(Free Translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários") we present the limited review report on the consolidated financial information for the period of six months ended 30 June 2015 of Ibersol, SGPS, SA, comprising the consolidated Management Report, the consolidated statement of financial position (which shows total assets of Euros 222,915,408 and total shareholder's equity of Euros 128,918,826, which includes Non-Controlling Interests of 4,910,343 euros and a net profit of Euros 4,185,261), the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended and the corresponding notes to the accounts.

2 The amounts included in the financial statements, as well other additional information, are derived from accounting registers.

Responsibilities

3 It is the responsibility of the Company's Management: (a) to prepare consolidated financial statements which present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated results and the consolidated comprehensive income of their operations the changes in consolidated equity and the consolidated cash-flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, in particular the International Accounting Standard nº 34 – Interim Financial Information, and which is complete, true, timely, clear, objective and lawful as required by the Portuguese Securities Market Code; (c) to adopt appropriate accounting policies and criteria; (d) to maintain adequate systems of internal control; and (e) to disclose any relevant fact that has influenced the activity, financial position or results of the company and its subsidiaries.

4 Our responsibility is to verify the consolidated financial information presented in the financial statements referred to above, namely as to whether it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report on this information based on our review.

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 9077

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal

Scope

5 We conducted our limited review in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, which require that we plan and perform the review to obtain moderate assurance as to whether the consolidated financial statements are free of material misstatement. Our limited review consisted, principally, in inquiries and analytical procedures designed to evaluate: (i) the faithfulness of the assertions in the financial information; (ii) the adequacy and consistency of the accounting principles adopted, taking into account the circumstances; (iii) the applicability, or not, of the going concern basis; (iv) the overall presentation of the financial statements; and (v) verification of the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the consolidated financial information.

6 Our review also covered the verification that the information included in the consolidated Management Report is consistent with the information contained in the consolidated financial statements.

7 We believe that our review provides a reasonable basis for our limited review report.

Opinion

8 Based in our limited review, which was performed in order to provide a moderate level of assurance, nothing has come to our attention that cause us to conclude that the consolidated financial statements of the period of six months ended 30 June 2015 contain material errors that affect their conformity with the International Financial Reporting Standards (IFRS), as adopted in the European Union, in particular the International Accounting Standard nr. 34 – Interim Financial Information, and the information there included is not complete, true, timely, clear, objective and lawful.

Report on other requirements

9 Based in our limited review, nothing has come to our attention that cause us to conclude that the information included in the Consolidated Management Report is not in accordance with the information contained in the consolidated financial statements.

28 August 2015

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:

Hermínio António Paulos Afonso, R.O.C.

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